Free Employment Contract Template

EMPLOYMENT CONTRACT

Governed By The Law Of The State Of California

This Employment Contract (this "Agreement") is entered into as of April 1, 2026 by and between Pinnacle Solutions Inc. (tel. (415) 555-0100 · email hr@pinnaclesolutions.com) ("Employer") and Sarah Kim (tel. (415) 555-0198 · email sarah.kim@email.com) ("Employee") and shall be governed by the law of the State of California. In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

The Employer hereby employs the Employee in the position of Vice President of Engineering in the Engineering department. The Employee shall report to Chief Technology Officer and perform all duties and responsibilities customary to this position, as well as any additional duties reasonably assigned by the Employer. The primary work location shall be 500 Innovation Drive, San Francisco, CA.

Primary Duties: Lead and manage the engineering department. Oversee all software development, infrastructure, and technical operations. Define technical strategy and roadmap. Recruit, mentor, and retain top engineering talent. Report directly to the CTO on project milestones and team performance.

The Employer shall pay the Employee a base compensation of $185,000.00 per annum, payable on a bi-weekly basis, subject to all applicable withholdings and deductions required by law. The Employee is classified as Exempt under the FLSA, 29 U.S.C. §§201 et seq., subject to the duties tests set forth in 29 C.F.R. Part 541 (executive, administrative, professional, outside sales, or computer-employee exemptions). The Employer shall comply with the federal Equal Pay Act, 29 U.S.C. §206(d), and the applicable wage-transparency law of the State of California (Cal. Lab. Code §432.3 (SB 1162, eff 1/1/2023)). Employers with 15+ employees must include pay scale in job postings; all employers must provide pay scale upon request to applicants AND existing employees for their current position; employers with 100+ employees must file annual pay-data report with CRD.

On or before the first day of employment, the Employee shall complete USCIS Form I-9 (Employment Eligibility Verification) and present acceptable documents establishing identity and authorization to work in the United States, as required by the Immigration Reform and Control Act, 8 U.S.C. §1324a, and 8 C.F.R. §274a. The Employee shall also complete IRS Form W-4 (Employee's Withholding Certificate) in accordance with I.R.C. §3402. The Employer shall withhold all applicable federal, state, and local income taxes, FICA contributions under I.R.C. §3101, and Medicare contributions, and shall report wages on IRS Form W-2 annually.

The Employer is an equal-opportunity employer and complies with all applicable federal, state, and local anti-discrimination laws, including Title VII of the Civil Rights Act of 1964 (42 U.S.C. §2000e-2 — race, color, religion, sex including gender identity and sexual orientation, national origin); the Age Discrimination in Employment Act (29 U.S.C. §§621 et seq.); the Americans with Disabilities Act (42 U.S.C. §12112); the Genetic Information Nondiscrimination Act (42 U.S.C. §§2000ff et seq.); the Pregnant Workers Fairness Act (42 U.S.C. §2000gg); and the Uniformed Services Employment and Reemployment Rights Act (38 U.S.C. §§4301–4335). The Employee shall be entitled to protected leave under the Family and Medical Leave Act (29 U.S.C. §§2601 et seq.) to the extent eligible. Nothing in this Agreement shall be construed to waive or limit the Employee's rights under §7 of the National Labor Relations Act (29 U.S.C. §157 (NLRA §7, see Stericycle, Inc., 372 NLRB No. 113 (2023))) to engage in concerted activity for mutual aid or protection.

This Agreement shall commence on April 1, 2026 and shall continue on an at-will basis, meaning either Party may terminate this Agreement at any time, with or without cause or advance notice, subject to the terms and conditions set forth herein.

The Employee shall be eligible to participate in the following benefits, subject to the terms and conditions of each respective plan:

Insurance and Retirement:
• Health insurance coverage (medical) in accordance with the Employer's group health plan, subject to eligibility requirements and waiting periods specified in the plan documents
• Dental and vision insurance coverage under the Employer's group plan
• 401(k) retirement plan participation with an Employer matching contribution of up to 4% of the Employee's eligible contributions, subject to plan terms and ERISA-compliant vesting schedule (29 U.S.C. §§1001 et seq.)

Paid Leave:
• 25 days of paid time off (PTO) per calendar year, accruing on a pro-rata basis
• 10 paid sick days per calendar year
• 11 paid holidays per calendar year as designated by the Employer

Additional Benefits:
Stock options (10,000 shares, 4-year vesting with 1-year cliff), annual performance bonus up to 20% of base salary, professional development budget, commuter benefits

The Employer reserves the right to modify, amend, or terminate any benefit plan or program at any time in its sole discretion, subject to applicable law.

NOTICE — STATE-LAW BAN. The State of California totally prohibits employment non-compete covenants. Under Cal. Bus. and Prof. Code §16600 (as amended by AB 1076 §16600.1 and SB 699 §16600.5, eff 1/1/2024), any covenant purporting to restrict the Employee from competing with the Employer after termination of employment is void and unenforceable as a matter of law. California voids ALL employment non-compete covenants regardless of scope, duration, or geography. AB 1076 made it unlawful to even include such a clause (separate UCL violation, civil penalty up to $2,500 per violation under §17200). SB 699 voids out-of-state non-competes signed by employees who primarily reside and work in California, AND makes prior employers liable for civil penalties for attempting to enforce them. Employers had to send individualized written notice to current AND former employees (employed after 1/1/2022) by 2/14/2024 stating that any existing non-compete is void. Narrow statutory exceptions exist for non-competes ancillary to the sale of a business (Cal. Bus. and Prof. Code §§16601 (goodwill sale), 16602 (partnership dissolution), 16602.5 (LLC dissolution)): California recognizes narrow exceptions: (i) §16601 — sale of all or substantially all of the goodwill of a business; (ii) §16602 — dissolution of or dissociation from a partnership; (iii) §16602.5 — dissolution of or termination of interest in an LLC. The restraint must be tied to the business sold and limited to the geographic area where the business was operating.

Accordingly, no enforceable post-employment non-compete obligation is created by this Agreement. Trade-secret protection remains available to the Employer under Cal. Civ. Code §§3426–3426.11 (California Uniform Trade Secrets Act) and the federal Defend Trade Secrets Act (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)).

Federal Trade Commission Non-Compete Rule. The FTC Non-Compete Clause Rule (16 C.F.R. Part 910) was vacated nationwide by Ryan, LLC v. FTC, 746 F. Supp. 3d 369 (N.D. Tex. 2024); the FTC voted 3-1 to abandon its 5th Cir. appeal on September 5, 2025 and acceded to vacatur. The Rule is NOT in effect anywhere in the United States. Nothing in this Section limits the Employee's rights under §7 of the NLRA (29 U.S.C. §157 (NLRA §7, see Stericycle, Inc., 372 NLRB No. 113 (2023))) or any other statutorily protected activity.

For a period of 12 months following the termination of the Employee's employment for any reason, the Employee shall not, directly or indirectly, solicit, divert, or take away any client, customer, or business relationship of the Employer with whom the Employee had material contact, or about whom the Employee obtained Confidential Information, during the course of employment.

State-Law Limitation (California). Customer non-solicitation covenants are generally unenforceable in this State as restraints of trade (Cal. Bus. and Prof. Code §16600; Edwards v. Arthur Andersen LLP, 44 Cal. 4th 937 (2008)). This provision shall be construed to prohibit ONLY conduct that would constitute actual or threatened misappropriation of trade secrets under Cal. Civ. Code §§3426–3426.11 (California Uniform Trade Secrets Act) or the federal DTSA (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)).

For a period of 12 months following the termination of the Employee's employment for any reason, the Employee shall not, directly or indirectly, solicit, recruit, or encourage any employee, contractor, or consultant of the Employer to leave the Employer's service.

State-Law Ban (California). Employee non-solicitation covenants are void as restraints of trade in this State (AMN Healthcare, Inc. v. Aya Healthcare Servs., Inc., 28 Cal. App. 5th 923 (2018)). Accordingly, this Section is unenforceable as against the Employee insofar as the law of this State governs.

The Employee acknowledges that during the course of employment, the Employee will have access to and become acquainted with Confidential Information belonging to the Employer. "Confidential Information" includes, without limitation, trade secrets, proprietary data, customer lists, business strategies, financial information, technical specifications, software code, marketing plans, and any other information not generally known to the public. The Employee agrees to hold all Confidential Information in strict confidence and not to disclose, publish, or otherwise disseminate any Confidential Information to any third party, except as required in the performance of duties or as authorized in writing by the Employer. Trade secrets shall be protected under the federal Defend Trade Secrets Act (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)) and Cal. Civ. Code §§3426–3426.11 (California Uniform Trade Secrets Act).

DTSA Whistleblower Immunity Notice (18 U.S.C. §1833(b)(3)). Notwithstanding any provision of this Agreement, the Employee shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An employee who files a lawsuit for retaliation by the Employer for reporting a suspected violation of law may disclose the trade secret to the employee's attorney and use the trade-secret information in the court proceeding, provided the employee files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

State NDA Restriction (California). Pursuant to Cal. Lab. Code §1001 (Silenced No More, SB 331); Cal. Code Civ. Proc. §1001; Cal. Civ. Code §1670.11 (STAND Act); Cal. Gov. Code §12964.5 (eff 2022-01-01), nothing in this Agreement may prevent the Employee from disclosing factual information relating to any unlawful discrimination, harassment, or retaliation that the Employee has reason to believe occurred. SB 331 ("Silenced No More Act") extended the prior sex-only ban to all protected categories under FEHA (race, color, religion, sex/gender, sexual orientation, age, disability, national origin, etc.). Pre-dispute NDAs unenforceable for any discrimination/harassment/retaliation claim. Severance / separation agreements must include explicit notice of the employee's right to consult counsel and right to disclose information about unlawful acts.

Federal Speak Out Act Carve-Out. Pursuant to the federal Speak Out Act (42 U.S.C. §§19401–19404 (Speak Out Act, Pub. L. 117-224)), no pre-dispute non-disclosure or non-disparagement clause shall be judicially enforceable as to any sexual-assault or sexual-harassment dispute. The Employee retains the right to disclose factual information about any such dispute irrespective of this Agreement.

Protected Activity. Nothing in this Agreement shall be construed to prohibit the Employee from (i) engaging in protected concerted activity under 29 U.S.C. §157 (NLRA §7, see Stericycle, Inc., 372 NLRB No. 113 (2023)); (ii) communicating with the EEOC, SEC, OSHA, NLRB, DOJ, or any federal/state/local government agency regarding a suspected violation of law (SEC Rule 21F-17, 17 C.F.R. §240.21F-17; 15 U.S.C. §78u-6); or (iii) filing a charge or participating in any investigation or proceeding conducted by any such agency.

The Employee agrees that all inventions, discoveries, improvements, works of authorship, designs, formulae, algorithms, software programs, and other intellectual property (collectively, "Work Product") conceived, developed, or created by the Employee, either solely or jointly with others, during the term of employment and within the scope of employment OR using the Employer's resources, shall be the sole and exclusive property of the Employer. The Employee hereby assigns to the Employer all right, title, and interest in and to such Work Product, including all patents, copyrights, trademarks, and other intellectual property rights therein, in accordance with 17 U.S.C. §204(a) (copyright assignment in writing) and 35 U.S.C. §261 (patent assignment in writing). To the extent any Work Product qualifies as a "work made for hire" under 17 U.S.C. §101, the Employee acknowledges that such Work Product is owned by the Employer as work made for hire.

State Carve-Out (California). Pursuant to Cal. Lab. Code §2870, this assignment shall NOT apply to any invention that the Employee developed entirely on the Employee's own time without using the Employer's equipment, supplies, facilities, or trade-secret information AND that (i) does not relate, at the time of conception or reduction to practice, to the Employer's business or actual or demonstrably anticipated research or development; and (ii) does not result from any work performed by the Employee for the Employer. Invention assignment clauses do not extend to inventions developed entirely on the employee's own time, without using employer equipment, supplies, facilities, or trade-secret information, that do not relate to the employer's business or actual/demonstrably-anticipated RandD, and do not result from any work performed for the employer. Employers must provide §2872 written notice of these limitations.

This employment is at-will. Either Party may terminate this Agreement at any time, with or without cause. Either Party desiring to terminate this Agreement shall provide the other Party with two (2) weeks' written notice prior to the effective date of termination.

Termination for Cause. The Employer may terminate this Agreement immediately without prior notice for "Cause," which shall include but not be limited to: (a) material breach of this Agreement; (b) willful misconduct or gross negligence in the performance of duties; (c) conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude; (d) fraud, dishonesty, or misappropriation of Employer property; (e) violation of Employer policies after written notice and reasonable opportunity to cure; (f) chronic absenteeism or substance abuse affecting job performance.

Additional termination-for-cause conditions: Unauthorized disclosure of trade secrets, material violation of company code of conduct, repeated failure to meet performance objectives after documented performance improvement plan

In the event of termination without Cause by the Employer, the Employee shall be entitled to severance compensation as follows: 4 weeks of base salary per year of servicecalculated based on the Employee's base compensation at the time of termination. Payment of severance shall be contingent upon the Employee executing a general release of claims in a form acceptable to the Employer, subject to applicable state law (including, where applicable, the disclosure / NDA limitations described herein).

The Employee shall be subject to a probationary period of ninety (90) (90) days commencing on the start date of employment. During this period, the Employer shall evaluate the Employee's performance and suitability; either Party may terminate without the notice otherwise required under this Agreement.

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Employment Arbitration Rules, governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq. The arbitration shall be conducted in the State of California before a single arbitrator. The decision of the arbitrator shall be final and binding upon both Parties and may be entered as a judgment in any court of competent jurisdiction. Each Party shall bear its own costs and attorneys' fees unless the arbitrator determines otherwise.

EFAA Carve-Out. Pursuant to the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (9 U.S.C. §§401–402 (Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021)), the Employee may elect, at the Employee's sole option, to bring any claim involving alleged sexual assault or sexual harassment in court rather than in arbitration, and any pre-dispute agreement to arbitrate such claims is unenforceable as to the Employee. Claims for which arbitration is prohibited or limited by federal law (including SEC whistleblower claims under SEC Rule 21F-17, 17 C.F.R. §240.21F-17; 15 U.S.C. §78u-6) shall not be subject to this Section.

State Choice-of-Law / Forum Protection (California). Pursuant to Cal. Lab. Code §925; Cal. Bus. and Prof. Code §16600.5, where Employee primarily resides and works in California, any provision requiring adjudication outside this State or depriving the Employee of the substantive protection of this State's law is voidable at the Employee's election. Out-of-state choice-of-law and forum-selection clauses are voidable at the employee's election if entered after 1/1/2017. If voided, the dispute is adjudicated in California under California law. Exception: employee was individually represented by counsel during negotiation of the clause. Attorney fees recoverable for prevailing employee.

Employee shall be eligible for a one-time signing bonus of $25,000, payable within 30 days of start date. In the event Employee voluntarily resigns within 12 months, the signing bonus must be repaid in full.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The Parties acknowledge that Cal. Lab. Code §925 voids any provision requiring a California employee to adjudicate outside California or depriving the employee of California substantive protection.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings, whether written or oral, relating to the subject matter hereof. No modification, amendment, or waiver of any provision shall be effective unless made in writing and signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.